Charles Taylor Regulatory News (CTR)

NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION CONTAINED IN IT IS FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014.

Charles Taylor plc

RESULTS OF PLACING

3 May 2018

Charles Taylor plc ("Company" and, together with its subsidiaries, "Charles Taylor" or the "Group") is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 6,770,800 new ordinary shares of 1 penny each in the Company (the "Placing Shares") have been placed by Liberum at a price of 260 pence per Placing Share, raising gross proceeds of approximately £17.6 million. The Placing Shares being issued represent approximately 9.75 per cent. of Charles Taylor's issued ordinary share capital prior to the Placing.

The placing price of 260 pence per Placing Share is equal to the middle market price at the time that the Company and Liberum agreed the placing price.

The Placing Shares will, when issued, be credited as fully paid, be subject to the Company's articles of association and rank pari passu with the existing ordinary shares of 1 penny each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue. For the avoidance of doubt, the Placing Shares will not be entitled to receive the Company's 2017 final dividend, which is to be paid to shareholders of the Company on the register of the Company as at 27 April 2018 (subject to shareholders' approval at the 2018 AGM on 15 May 2018).

Application will be made to the Financial Conduct Authority for admission of the Placing Shares to the premium listing segment of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the Placing Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8am on 8 May 2018 and that dealings in the Placing Shares on the LSE's main market for listed securities will commence at the same time.

Commenting on the Placing, David Marock, Chief Executive, said:

"I am delighted by the strong support we have received for this placing by our existing and new institutional shareholders. It demonstrates our shareholders' support for our technology strategy. It will enable us to complete the acquisition of Inworx and drive forward the development of Charles Taylor InsureTech which aims to become a global insurance technology player, and has secured major, multi-year technology contracts in recent months".

Liberum acted as sole bookrunner in respect of the Placing.

Smaller related party transactions

Miton Group plc is a related party of the Company for the purposes of the Listing Rules and has participated in the Placing in respect of 865,385 Placing Shares at the Placing Price for a total consideration of approximately £2.25 million. This transaction is disclosed in accordance with LR11.1.10R and Charles Taylor has received written confirmation from its sponsor that the terms of the transaction are fair and reasonable as far as the Company's shareholders are concerned.

NN Group NV is a related party of the Company for the purposes of the Listing Rules and has participated in the Placing in respect of 400,000 Placing Shares at the Placing Price for a total consideration of approximately £1.04 million. This transaction is disclosed in accordance with LR11.1.10R and Charles Taylor has received written confirmation from its sponsor that the terms of the transaction are fair and reasonable as far as the Company's shareholders are concerned.

Following Admission of the Placing Shares, the number of ordinary shares that the Company has in issue will be 76,208,563. The total number of voting rights of the Company will be 76,208,563 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules of the FCA.

Legal Entity Identifier (LEI): 2138009V1NHVCXIQ6V62

Classification: 2.2 Inside information disclosed under article 17 of the Market Abuse Regulation

For further information, please contact:

Notes to editors

Charles Taylor plc (www.ctplc.com) supports and enables the insurance market to meet the continually evolving challenges it faces. We provide technical services to make the business of insurance work fundamentally better. We have been providing insurance-related technical services and solutions since 1884 and today we employ around 2,100 permanent and contract staff in 107 locations spread across 29 countries in the UK, the Americas, Asia Pacific, Europe the Middle East and Africa.

We are unique in our market in that our services support every stage of the insurance lifecycle and every aspect of the insurance operating model. We develop and operate insurance vehicles on behalf of our clients, manage claims programmes and adjust losses. We handle legacy and run-off portfolios, provide a variety of specialist operational support services and offer solutions and support to drive insurance technology transformation.

Charles Taylor's breadth of services, technical skills and resources and global presence means the Group can manage and resolve virtually any insurance-related matter, wherever and whenever it occurs.

Important Notice

This announcement (the "Announcement") contains inside information within the meaning of article 7 of the EU Market Abuse Regulation (EU) No. 596/2014.

This Announcement and the information contained in it is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful. This Announcement has been issued by and is the sole responsibility of the Company. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice. Subject to the UK Listing Rules, the UK Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU) No. 596/2014, the issue of this Announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of Charles Taylor or Inworx since the date of this Announcement or that the information in this Announcement is correct as at any time subsequent to the date of this announcement.

This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe, directly or indirectly, for shares in the capital of the Company in the United States, Australia, Canada, Japan, or South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain limited exceptions, the Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company and/or Liberum that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Liberum to inform themselves about, and to observe, such restrictions.

Certain information contained in this Announcement, including any information as to Charles Taylor's or Inworx's strategy, plans or future financial or operating performance constitutes "forward-looking statements". These forwardlooking statements can be identified by the use of terminology such as, "aims", "anticipates", "assumes", "believes", "budgets", "could", "contemplates", "continues", "estimates", "expects", "intends", "may", "plans", "predicts", "projects", "schedules", "seeks", "shall", "should", "targets", "would", "will" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements appear in a number of places throughout this Announcement and include, but are not limited to, express or implied statements relating to Charles Taylor's business strategy and outlook; Charles Taylor's and Inworx 's future results of operations; Charles Taylor 's and Inworx 's future financial and market positions; expectations as to future growth; general economic trends and other trends in the industry in which Charles Taylor and Inworx operate; the impact of regulations on Charles Taylor and its operations; and the competitive environment in which Charles Taylor and Inworx operate.

By their nature, forward-looking statements are based upon a number of estimates and assumptions that, whilst considered reasonable by the directors of the Company and the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those indicated, expressed or implied in such forwardlooking statements. Forward-looking statements are not guarantees of future performance. Any forward-looking statements in this Announcement reflect the directors of the Company's and the Company's current view with respect to future events and are subject to certain risks relating to future events and other risks, uncertainties and assumptions. The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. The directors of the Company and the Company disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any change in their expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the UK Prospectus Rules, the UK Listing Rules, the UK Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and the Market Abuse Regulation (EU) No. 596/2014 . You are cautioned against placing undue reliance on any forward-looking statement in this Announcement.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

Liberum is authorised and regulated by the FCA in the United Kingdom. Liberum is acting exclusively for Charles Taylor plc and no-one else in connection with the Placing, and will not regard any other person as its client in relation to the Placing, and will not be responsible for providing the protections afforded to Liberum clients, nor for giving advice in relation to the Placing, or any arrangement referred to in, or information contained in, this Announcement.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.